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  Rights of your business

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company book

The notary is the reference person
at the time of your incorporation.

Managing a company's minute book is a field of practice exclusive to notaries and lawyers.

 

Since all incorporated companies are required to have such a book, the notary happens to be the reference person at the time of your incorporation.
 

This book is the compendium of the company, it contains all the documents necessary for it, i.e. the certificate of incorporation, the resolutions, the minutes of the meetings, the registers of directors, securities, share certificates, etc

In addition to helping you compile this book, the notary offers book updating services. As this is an obligation, it is important to ensure that the company's book is updated annually, otherwise this can lead to major  consequences.

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In particular, a well-executed annual update facilitates tax audits, the granting of financing, etc.


Our team can therefore help and direct you to create and support the annual update of your company's book. This book can be kept in our study and therefore, in unparalleled security.

Agreement between shareholders

It is time when everything is going well in society to plan everything before conflicts can take place.

When owning a company, it is important to plan everything so that nothing is left to chance.  


A shareholder agreement involves several important legal aspects which the partners must clearly understand and that is why a notary is the important adviser in this service.

 

Through his studies, the notary will explain to you the rights and obligations generated by such an agreement and therefore you will be able to make an informed choice.

More specifically, a shareholder agreement is a contract aimed at determining in advance the terms and conditions applicable in several situations such as the sale of shares by a shareholder, the death of the latter, future disputes between shareholders, etc. 

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In this agreement,  it is possible to withdraw certain powers from the administrators and give them to the  shareholders who will exercise them themselves or without doing so, to impose specific requirements  about major decisions.

Did you know that:

The unanimous agreement does not replace the will of each shareholder. The shareholders therefor cannot foresee what each one should indicate in his or her individual will and a unanimous agreement could prevent becoming a co-shareholder with the children of a deceased co-shareholder.

Company incorporation

During the incorporation of the company, our team of lawyers will be present for you in order to choose the right legal structure according to your interests.

In Quebec, several legal forms are available for business people wishing to start their business, sole proprietorships, partnerships and corporations.

 

Since each of these legal forms has advantages and disadvantages, it is important to consult a notary to find out more about them.

 

Together with other professionals such as tax experts, the notary will develop an action plan with you to enable you to create the company that will meet your objectives.

Business Incorporation: 5 Factors  to consider

To identify the type of business best suited to your needs, you must consider certain factors, among others:

  • the presence or absence of business partners;

  • costs relating to the establishment and management of the business;

  • how the profits and losses of the business will be allocated;

  • tax consequences;

  • the geographic scope of your activities (activities limited to Quebec, Canada or  around the world).

Corporate reorganization

Corporate restructuring is a set of operations by which the legal structure of a company is transformed.

Corporate reorganization may be desirable to take advantage of certain tax advantages, both for you and for your company.


The corporate reorganization can be done in particular by exchanging shares that you hold for non-participating shares of your company and new shares could be held by a management company of which you would also be a shareholder and/or partly with your children. .  This type of transaction could allow you to benefit from a capital gains exemption. In other situations, the corporate reorganization could allow you to recover certain tax losses of one company by another.

The reorganization will depend on your personal circumstances, the assets of your company and other factors. This work is done in conjunction with our team of tax specialists and accountants in order to achieve unparalleled results.

Purchases & sales of shares

The notary can  intervene in the protection of the new shareholder in his purchase and also advise the seller for the sale of his shares.

The role of the notary is important during the sale and purchase of shares since the seller sells to the buyer not only the assets of the company, but also its liabilities.


Verifications will have to be carried out by the notary and he can then draft the contract for the sale of shares by including all the relevant clauses, including the declarations and guarantees of the seller.

 

The notary can also provide other protections such as terms of payment and guarantees for the seller in the event of non-payment  selling price, non-competition clauses, etc. 

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The notary will complete this transaction by preparing all the required corporate documents  to a sale of stock such as resolutions, resignations, stock certificates, etc.

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